The Stardust Ghosts
by Bobby South
Summary: After he gets sent to another universe by dangerous golden dust, Spider-Man teams up with the Guardians of the Galaxy to get to the bottom of this galactic mystery and maybe even his own personal issues...
1. Life Since Norman Osborn's Funeral

Peter Parker entered his house. His Aunt May was delighted to see him.

"Peter, how are you? You're very late. What happened today?"

"Nothing, Aunt May." In truth, Peter was supposed to be volunteering for the Sick Children's Cure Research today. He had been volunteering for the children's charity since he finished his Twelfth Grade exams at Midtown High School. It was something to do while he was waiting for Graduation Day for his results and waiting for replies from one of the universities he applied to. Usually, his volunteering job was in the head office, but his job today was at a stand in Times Square. He was giving out with some leaflets about how sick very young children can get and what everyone can do to help the charity find the cures.

All was going well until some bad guys arrived to steal the money that the volunteers worked very hard to raise to find cures for sick children. Peter had to give up his position and be Spider-Man to stop them. He chased them after them in their van, stopped them and made sure every single cent for the children was returned. Then he returned as Peter Parker to help the other volunteers tidy up the leaflets and the stalls the cruel men had destroyed during their failed crime scheme. That was why he was so late getting back home, but he told himself that if he didn't stop the criminals, tidying up would have been taken much longer.

"Did you mean Gwen there? I heard she was volunteering there herself."

"No," Peter said. "I saw her volunteering, but we were both so busy we didn't have time to say hi to each other."

Aunt May smiled. "Just because she's been with Harry for two years doesn't mean she's not thinking of you."

That took Peter by surprise. He and Gwen hadn't spoken a word to each other since Harry Osborn's father Norman Osborn died two years ago. Though they were still taking the same classes in the same classrooms at their high school, they were not sitting together like they used to be. He couldn't even see her with Dr. Miles Warren as he was given the offer of becoming an intern at Stark Industries. Despite proving his intelligence and his worth to the multi-billionaire Tony Stark himself without letting his Spider-Man duties get in the way and learning a lot over there, he still wondered if he made the right decision moving there and leaving Gwen with Warren.

Peter tried to move on himself. He couldn't get back with Liz Allen because he really broke her heart when he decided to break up with her. All the other female students were always with some other guy. And when he started volunteering, he tried to ask some single volunteers out for a date, but it didn't seem to work. He would do anything to say one word to Gwen again, but he kept thinking she was better off without him because she had plenty on her plate, he had responsibilities being Spider-Man and he always felt that he had let her down too many times. "How do you know that?" he asked Aunt May.

"Well, I pass her in the streets sometimes," Aunt May said. "She always asks how you are doing and she always says she's missing you."

"And how does she seem to you?"

"Exhausted. All the time. She pretends everything is great when I know she's very tired and not as happy as she used to be. It must be from looking after Harry."

"I'd help her look after him, Aunt May," Peter said, "but he doesn't want to see me again. I don't know why. This is why I don't talk to them anymore in case I'd only make things worse." He sighed and headed up to his bedroom before Aunt May could tempt him with a slice of her homemade apple pie.

* * *

"Perfect!"

J. Jonah Jameson was looking at the photos Peter had given to him early next morning. They were pictures of Spider-Man saving the money from the robbers from the charity event yesterday. Jameson's comments really took Peter by amazed; he had never said anything like that before.

"These are just the photos that we need to prove Spider-Man is more sick than those poor children put together," Jameson said.

That was why he wanted those photos.

"Taking their money and everything."

That made Peter very angry. "Just imagine if Spider-Man heard you…"

"And what would he do?" Jameson snapped. "Break in here and wrap me up in web? Actually, I'd like to see that. That would finally prove to the world what a truly evil guy he is! As for you, Parker, you have five seconds to get your money and beat it out of my office!"

Peter just turned around and exited.

* * *

Later, Peter put on his Spider-Man outfit on and flew in the air on his way to his volunteering job. Then he heard screaming. He followed it. It took him to Central Park and found the person screaming. Who it was shocked him more. It was Gwen Stacy herself! She was running around and screaming. He tried to see who was after her but there was nothing behind her at all. He swung to her and landed in front of her. "Hey, what's up?"

"Spider-Man, I'm being chased by some gold dust!" Gwen screamed. "They've been chasing me since I entered the park and they won't leave me alone!"

"All right, don't panic," Spider-Man said calmly. He looked behind her to see if there was any gold dust. There wasn't. Then she screamed again. He turned around to see the gold dust covering Gwen up. He ran to her and tried to get the nasty stuff off with web fired out of his hands, but it wouldn't come off. Then he saw his fired web was getting covered up in the gold dust itself. As hard as he tried to break free from it, he couldn't and he soon found himself completely covered up in it.


	2. Not on Earth?

Spider-Man groaned. When he woke up, he couldn't work out where he was. It was loud and noisy. He picked himself up and looked around at where he was. It didn't look like New York. He didn't want to take his mask off until he was sure it wasn't. Then he bumped into something… moving. It looked like a giant bamboo stick with crocodile teeth and eyes that looked like candles.

Then he saw more creatures that didn't look like human beings or animals. These sightings made him finally decide to take his mask off. Peter saw that wherever he was it was not New York City at all. With all of the people he was around, some looking like human beings, some humanoid and some completely alien, he started to wonder if he wasn't even on Planet Earth anymore. The more he explored of wherever he was, he thought it looked like a sort of market town built under a mine tunnel. A giant mine tunnel. He started to wonder if he was in a nightclub. A very big nightclub.

As he explored and tried to make sense of where he was, Peter couldn't work out whether he hoped Gwen would be here or not. If she was, he would able to find her sooner. But on the other hand, if she was here and he found her, he wouldn't know how to get the both of them back to New York. All he hoped was that whether she was, she was alive and well.

Then Peter heard screaming.

"Everyone, down!"

He saw three figures each wearing something that looked like a spacesuit was completely black. Inside of each helmet was a purple humanoid face. He noticed the guns they were holding. They didn't look like ones from Earth and looked more like the ones from some of the science fiction video games he used to play.

"I said, everyone down!" yelled the middle of the three creatures with guns.

Everyone went down including Peter. He put his Spider-Man face mask back on. Despite not knowing where he was, he decided to put himself to good use if he wasn't going anywhere at the moment.

"Someone tell us where is Nebula, Daughter of Thanos!" the leader shouted.

No one answered. They all fired their laser guns.

"If no one answers, we will all kill you one by one!" the leader roared. "So someone start talking!"

"I have the answers!"

The purple aliens looked up to see Spider-Man flying towards them.

"Rejoin the others or face your death!" the leader yelled.

Spider-Man kept on flying towards them and used his spider senses to dodge the dark blue laser bolts being fired towards him. He knocked down the alien on the left and fired his web to trap him on the ground. Then he back-flipped to the one on the right before he could fire his gun, kicked him to the ground and trapped him in web. He turned to face the leader and his gun pointing at him. He forgot he misjudged the leader while he was busy taking down the other two. He had forgotten he wasn't in New York and he wasn't fighting human criminals.

"You had your fun," the leader said. "Now it's my turn."

But before he could fire his weapon, it was shot out. Spider-Man seized the chance to pin him to the ground and seize him in web. Then he saw four creatures running towards him. The first to approach him was a green-skinned creature with long red hair. She held a long sword at his throat. "Who are you?" she demanded. "How are you affiliated with the Ortluga Terrorists over here?"

"The what terrorists?" Spider-Man was puzzled. "I don't know who they are, but they were terrorizing these innocent people and I took them down by myself."

"Yeah, with a little help from my gun," said the short creature that looked a lot like a talking raccoon. Then he approached the terrorists in their web. "This web is from you yourself, is it?" Then he backed away when a spot of web was fired by his feet.

"Was that an effective enough demonstration?" Spider-Man asked.

The raccoon grinned. "I'll say."

Then Spider-Man got pushed by the blue-skinned alien with red patterns on his body He approached the terrorists and laughed. "Time to put an end to their misery once and for all!"

"Drax, no!"

The man with the space mask approached him. When he touched his mask, it vanished and revealed his human face.

"We will get paid more if we take them alive, not dead," the man said.

Drax groaned.

Then the man turned to Spider-Man. "Who are you? And where are you from? What are you doing on Knowhere?"

"Nowhere?" Spider-Man said. "I don't know where I am, but it must be somewhere."

"No, this place is called Knowhere. With a 'K'. In space."

That didn't really surprise Spider-Man so much as he thought where this Knowhere or whatever it was called didn't look like Earth too much

"Now, seriously, why are you here?" the man asked again.

"Why do you want to know?" Then he thought about something. "You're not arresting me, are you? After all the good I did."

"No, we want to know so you can get your share of the reward money for him," the man said. "Peter Quill, but I'd rather be called Star-Lord."

Peter Parker took his mask off. "Spider-Man when I'm wearing this outfit, but my real name is Peter Parker. And I'm from New York, Earth."

"Wow! Two Peters!" teased the raccoon. "Hope we're not going to get no confusion, Quill."

Quill seemed amazed with what Parker said. "New York, Earth. Wow. When did you leave?"

"About ten minutes ago."

The green-skinned lady approached the thick web. "And you've helped us capture the Ortluga Terrorists. We've been on them for months. Thank you for your assistance."

"You're welcome, Miss…"

"Gamora. You met Quill. The strong one is Drax and the last one is Rocket."

"Rocket? Strange name for a raccoon."

Rocket gave him a sneer.

"He doesn't like to be called that," Quill told him. "We're called the Guardians of the Galaxy. So, where's your spaceship? If you like to help us out more, we can contact you if we need an urgent help."

"I didn't come by a spaceship," Parker said. "I came by golden dust."

That seemed to confuse the guardians.

"Golden dust?" Gamora said.

Then Parker felt something in his mask and emptied on his hand. "This is the golden dust I was covered when my friend Gwen and I was taken away."

Gamora took Parker's hand and looked at the dust on it.

"This is a long story," she explained to everyone. "Let's take these terrorists to the _Benatar_ and I'll explain on the way to the Nova Corps."

Quill turned to Parker. "Give us a hand with the bad guys in your web to our ship, would you?"

"Or a web," Drax said.

"Or your magical web-shooting hands," Rocket said.

Feeling a little bit uneasy with Rocket's comments, Parker put his mask back on. "At your service." Then, back as Spider-Man, he grabbed the three terrorists in their trapped webs and followed the Guardians of the Galaxy to their ship. Quill and Drax led the way while Gamora and Rocket went behind him in case the terrorists were up to any of their tricks. If any one of them did try anything, Quill gave Rocket permission to have any of their body parts he fancied.


	3. Alien Friends and Enemies

Being the science geek and science-fiction fan he had been his whole life, Peter Parker had seen plenty of rockets and spaceships in loads of space museums and tons of sci-fi movies, TV series and video games. But when he laid eyes on the Guardians' ship the _Benatar_ , it was like nothing he had ever seen before or even imagined. He was amazed just by looking on the outside of the ship. When he went inside, he couldn't believe what he saw. He thought he was dreaming, in a coma or wearing a Virtual Reality headset. He pinched his cheek very hard to check this was all real.

The Guardians weren't exactly giving him a grand tour of their ship, but he was seeing everything as they escorted him as he escorted the terrorist prisoners in their cargo bay and was very excited by it. He met two more guardians: a female alien called Mantis and a young tree-like creature called Groot. All he could say was, 'I am Groot.'

Parker got very excited when the _Benatar_ took off and they entered the uncharted territories of outer space. He saw many planets, stars, suns and nebulas as they flew past.

"How are you doing there, kid?" Quill called from the pilot's seat.

"This is very cool!" Parker cried happily. "This is ten times better than being on a ride at a theme park." He wasn't a trained astronaut and he was already experiencing no one from his planet ever experienced.

"Wow! You're taking this a lot better than when I was abducted myself."

With the exception of Quill, of course. As they made their way to the _Benatar_ , Quill explained to Parker that he was abducted by aliens from Earth years ago. Still, he thought Colonel John Jameson could eat his heart out.

"Maybe it's because I'm older than you were when you were abducted?"

"Could be."

"Or maybe because he's smarter and tougher than you, Quill," Rocket said. "You ever thought of that?"

"Shut up," Quill snapped.

Then Gamora approached Parker. "I need a minute with you if you want to take a break from your star-gazing. It's about that stardust that teleported you here."

Parker realized that he was so amazed that he was in space that he had nearly forgotten about the stardust that teleported him and Gwen away from Earth. He got up and followed Gamora into a room.

"Is this a further interrogation?" he asked. "Because I'm telling the truth. I don't know anything about those terrorists or this Nebula or whoever it was they were after."

"No, this is not an interrogation," Gamora said. "You see that machine over there?"

Parker turned to the far end of the room and saw a machine that looked like a computer scanner but was bulker and metal. "Let me guess. That's where you guys scan things you collect?"

"Put your stardust onto the surface and you'll find out," Gamora said.

Parker did as he was told. Then the surface was covered in light blue and the dust was hovering up in a sort of force field around it.

"Come here." Gamora took Parker to the screen on the right-hand side of the machine. There was a digital screening of the dust and there was strange writing next to it.

"You guessed right," she said. "It is a scanning machine. And it's finished its job."

Parker peered closer to the screen. "I can't read the writing."

After a big beep from the screen, Gamora finally explained. "This stardust isn't any ordinary stardust. They used to be ordinary stardust until my stepfather Thanos had his best scientists take them and create them into a manipulative and destructive force. This force is called the Stardust Ghosts."

"The Stardust Ghosts?" Parker cried.

"They are a mixture of stardust and the brains of Thanos's loyal servants," Gamora said. "Literally, their brains. That's how this stardust can think and move like you and me. Thanos created them to kill those who refuse to serve him stealthy. Whether they are good or bad people, they will choose them and manipulate them to make their evil ambitions fulfilled. That must be why both you and your friend were chosen by this stuff. But what they want to do with the both of you or how you two got separated from each other, I have no idea."

"Quill has told me that this Thanos dude raised you," Parker said. "Now, he's told me you hate him and everything, but if you spent your childhood with him, I thought he might have taught you – "

"How everything works?" Gamora laughed. "No, not everything. Even he doesn't know everything, despite his intelligence. As for everyone else in the universe, they have only heard and feared the Stardust Ghosts. No one has ever lived to come into contact and tell the tale. How you managed to escape is really beyond me."

"I thought you said this wasn't an interrogation."

"Well, I don't view it as an interrogation. I view it as teamwork trying to solve an evil mystery once and for all."

Then the screen on the scanning machine started to blare red.

"Is that Stardust Ghost doing this?" Parker asked.

"Yes," Gamora said. "Stay here and guard it."

Parker was confused but he stayed put as he was ordered to do so.

* * *

Gamora ran back to join the Guardians. It was what she feared: more Stardust Ghosts approaching them like a swarm of bees.

Rocket tried firing at them.

"Save your ammo!" Gamora yelled. "They won't be killed that easily!"

"So what do we do?" Rocket asked. "Just welcome them aboard and declare them the captains?"

"No, we go to the planet where Thanos had them created," Gamora said.

"And what planet is that?" Quill asked.

"Biry."

"Then when we get there, we drop a bomb on their original source and problem solved, right?" Drax said.

"No!" Gamora snapped. "It doesn't work like that. These stardust creatures aren't like robots or objects; they have feelings, ambitions and motivations. We need to know what they're – "

Then the ship felt a rumble and there was an alarm wailing.

"We are breached," Mantis said.

* * *

After putting his mask on, Spider-Man started to prepare himself for anything. Then he saw the door open and saw there were more of those terrible Stardust Ghosts. He tried to run to a corner, but they were catching up to him. "Okay, not a fan of hide and seek. Well, the 'hide' part, anyway."

He fired web to the ceiling and flew to it. He saw the dust was flying to him.

"What is this? Duck, duck, goose?"

Spider-Man flew towards the door and flew out. He tried to fly away from the Stardust Ghosts as fast as he could, but they were catching up to him. Then he remembered what Gamora said. They teleported him with them because he was very intelligent. He started to wonder if they were on the ship only to catch him. If that was the case, he thought he should get off the ship so no harm would come to the Guardians or their prisoners.

Spider-Man felt a lot of air being sucked out of the ship. That could mean only one thing: there was a big hole on the ship. Then he heard screaming. He saw the terrorists were holding onto the poles they were cuffed up on. But the poles were breaking up. Spider-Man used his web to secure himself on a wall to prevent from being sucked out. He managed to fire web at the terrorists just in time to stop them from being sucked out into space. He used all of his strength to pull them in.

Then the Stardust Ghosts arrived.

Spider-Man knew he couldn't fight them and save the terrorists at the same time. He tried to pull them in as close as he could, but the Stardust Ghosts flew through his web.

"NO!" he cried as he watched the terrorists get suck out into space.

Spider-Man decided that he must get off the ship immediately. He saw a sign that said spacesuits and below it were six metal round orbs. He grabbed one but he couldn't work how to open it.

Then a huge rumble made him lose his grip. Dropping the metal orb, he was sucked out of the ship.


	4. Alien Therapy

Spider-Man closed his eyes and held his breath as he expected to be dead immediately. He held his breath as long as he could. Then he felt he couldn't hold it one more second and had to exhale. After he finished, he realized he was still breathing. He realized he was still breathing normally and he opened his eyes. He noticed he was seeing a bit of blue. Then he looked at his hands. They were glowing blue as well. Then he looked down at his feet. Then he saw the metal thing on his right knee. He thought the spacesuit really worked after all.

Spider-Man noticed an asteroid approaching him as fast as the speed of light. He fired web to the closest asteroid and dodged it. He landed on the asteroid. Then he just realized what he just did. He could fire web in space and land on asteroids. He thought that was very awesome.

Then his phone rang. He tried to get to his pocket to answer it but he couldn't. He had forgotten that he was in a spacesuit. It wasn't like a spacesuit back on Earth, but it was a spacesuit nonetheless. No wonder he couldn't pick up his phone from his pocket.

It went to answer mode. "Hi, Peter," said his Aunt May. "Just to remind you it's stew night. Don't be late. Love you." The recorded message ended.

Spider-Man had totally forgotten that it was stew night. He was often late for stew nights, but this would be the first time he would miss it completely. And it wasn't even his fault this time. He was teleported away from alien dust and he didn't know how to get back to Earth, let alone New York. How could he explain it to his aunt.

Then his spider senses made him turn around to see the Stardust Ghosts approaching him. He turned to the nearest asteroid, fired web at it and flew away from them.

* * *

Back on the _Benatar_ , the Guardians were confused.

"Well, at least, those dusty monsters are gone for good," Drax said.

"But why?" Gamora asked.

Mantis approached them. She was carrying the terrorists' uniform and weapons. "The terrorists are all dead."

"Well, there goes our money," Rocket moaned.

"What about Parker?" Quill asked.

"I saw some pieces of web, but I have not seen him," Mantis replied.

"I am Groot!" cried Groot.

"You've found him?" Rocket said. "Where?"

Groot pointed ahead. The Guardians saw what he was pointing to: Spider-Man flying through an asteroid field with the Stardust Ghosts chasing him.

"Seriously?" Quill asked. "What is he thinking?"

"Maybe he's being stupid or something," Rocket said.

"Or maybe he's doing something smart," Gamora said.

* * *

Spider-Man used all of his power to dodge both the asteroids and the Stardust Ghosts, but he was losing his stamina and he didn't know how long he could keep it up. After looking back to check how close the Stardust Ghosts were behind him, he turned around quickly to see that a huge asteroid approaching him. He couldn't fire web in time to avoid it so he decided to land on it.

Spider-Man tried to look for another asteroid for him to swing to, but there weren't any. Well, any big enough anyway. He saw the Stardust Ghosts landing next to him. All he could for was run from them. He fell over a crack. As he picked himself up, he turned around to see the Stardust Ghosts about swoop him. He couldn't run from them in time and there still weren't any asteroids for him to fire web at to escape them. As he waited for his death, he heard a loud explosion. He opened his eyes to see less Stardust Ghosts and more asteroid pieces floating. Then he looked up to see the _Benatar_ was firing missiles at the asteroids. He saw the crushing asteroids were breaking the Stardust Ghosts into pieces. That must be how to get rid of them or at least slow them down enough to escape them.

Spider-Man saw the ship lowering towards him. He could see Gamora in a spacesuit in the cargo bay.

"Well, come on!" she screamed.

Wondering why they would want him back onboard after the Stardust Ghosts were after him, Spider-Man fired web to the cargo bay door and flew up.

* * *

The rest of the Guardians made their way to the cargo bay to see Gamora and Spider-Man taking their spacesuits off. Parker took his mask off.

"How was that, Parker?" Drax asked. "Awesome?"

"Totally awesome!" Parker cried happily.

"What were you thinking?" Quill snapped.

"Saving your lives. You saw those Stardust Ghosts were after me. I thought if I stayed on your ship, you all would have died like those terrorists. I was doing you a favour."

"A favour? You call putting yourself into harm's way a favour for us? You've only left Earth less than two hours and you're getting yourself into trouble!"

"I wore a spacesuit and I'm a fast learner," Parker protested. "It's not like I chose to come here to this galaxy and enter into your lives! And you guys are not being exactly the most patient tour guides! And I'm sorry I lost your prize money!"

He couldn't take any more so he went to back to the room with the scanning machine and took a lot of deep breaths. He sat down in the corner and buried his face in his arms. Then he felt his left one being touched. He looked up to see it was being touched by Mantis. Her antennas were glowing. He backed away from her. "What have you done to me?" he demanded as he felt his arm.

"She's sensing what you're feeling like now."

Parker turned to see Quill was in the room with her.

"Such as?"

"That you are worried about the love of your life and that you are lost," Mantis said.

"Yeah, I'm stuck in another galaxy," Parker said. "Tell me something I don't know."

"No, that is not what I meant," Mantis said. "You are lost in everything, in your life. You have very few friends, you have only one family member and you are struggling with work and relationships. You are considering giving up on everything, even your own life."

Parker sighed.

Quill knelt to him. "No point trying to deny it to her, Parker. How messy was your life been on Earth before you were teleported away?"

"Are you guys psychiatrists?" Parker asked.

"No, but we're outspoken and we all feel better for getting stuff of our chests," Quill said.

Parker sighed once more. "Well, I am a geek so that's why I don't have many great friends. I make friends, but I have a habit of turning them into rivals and enemies. But my two best friends have gone into a relationship together and make no time for me. And I try to use my webbing powers to do nothing but good. Protect New York and my family and friends from disasters. I don't seek money or power or admiration, but I also seem to do a lot of damage to them. And my Aunt May is the only family I have. Sometimes I wish I wasn't born."

"Well, I'm no Clarence from _It's A Wonderful Life_ ," said Quill, "but you're unhappy on Earth, you're welcome to join us. You don't have to worry about protecting your identity and you won't ruin any relationship, even with us."

Then Gamora entered the room. "We are fifteen minutes away from Biry."

"You up for this mission, Parker?" Quill asked.

Parker thought about this new opportunity, stood up and put his mask back on. "Oh, yeah, Quill. Definitely."

"Well, then, come on, Rookie Guardian."

The Rookie Guardian followed Quill out of the room.


	5. How to Get to Sleep on a Spaceship?

According to their navigation system, the _Benetar_ would reach the Planet Biry by morning.

Gamora volunteered to be the first pilot of the _Benetar_ for the night flight while the others caught up with their sleep.

Parker tried to sleep on his bed. But he couldn't. Not because his bed was uncomfortable because it wasn't, but he was far away from home and didn't know its time zone. Not to mention he couldn't stop thinking about Gwen somewhere in space or his aunt May back on Earth.

Then his phone rang. He was very surprised that his Aunt May could ring his phone even when he wasn't even in the same galaxy with she was in. "Er, hi, Aunt May."

"Peter, it's seven o'clock," May said. "It's stew night tonight."

"Oh, yeah," he said. "Sorry, Aunt May. I won't be able to make it tonight. Mr. Stark has asked me to stay late to help with his cancer-curing project."

"Oh, that Tony Stark!" May complained. "You know ever since he recruited you – "

"Listen, Aunt May. I got to go. Don't stay up all night for me. Love you."

"But, Peter – "

As he turned his phone off, Parker had completely forgotten about he was in a different time zone. He tried to sleep again but he just couldn't. He decided to get out of bed and walk around the ship.

"Anything I can help you with, Parker?"

Parker saw Gamora looking at him. "Only something to help me sleep like sleeping pills or maybe even a punch in the face."

She smiled sweetly. "Sit in the co-pilot's seat but don't touch any of the buttons or levers." He did so. "I know why you can't really sleep. It's because you're in still a galaxy you know never been to before and you don't know how to get back to your planet. Or is it because you're worried about your girlfriend?"

"It's more the latter, but she's not my girlfriend."

"Well, she must be really special for you to be desperate to find her. Tell me more about her."

Parker took a deep breath before he said how he and Gwen met in the seventh grade. They were both geeks, especially at science. They used to hang out together with their other best friend Harry Osborn. It started to come to risk when he got bit by a spider that gave him the powers to create and shoot web. With his powers, he thought he could do a lot of good things like rescue innocent people and defeat bad guys. But as he did, he struggled to balance his criminal life, school life and life with family and friends. He never realized he had feelings for Gwen until she kissed him one Thanksgiving Day. She did ask him to go to a school dance before that but he turned her down because he didn't fancy it. Then he went Aunt May's friend's niece Mary Jane Watson to the dance. Then he decided to make Liz Allen his girlfriend, whom he happened to be lecturing in his spare time. And that left Gwen to become Harry's girlfriend. After realizing that it was Gwen that he was in love with, he decided to break up with Liz. Gwen felt the same with Peter and tried to break up with Harry, but it didn't quite go to plan and they stayed in the relationship, due to Harry's dad Norman dying. They were his best friends and he didn't want to come between them, but it did make him a little distance from them. He didn't make physical contact with them, but he did leave them birthday cards with a tiny present in them and Christmas cards.

"And when was the very last time you ever met or spoke to Gwen, either as yourself or Spider-Man?" Gamora asked.

Parker explained the last day he had ever been with Gwen before this morning was when they were still working with Dr. Miles Warren at the Empire State University. Warren, for some reason, persuaded Parker to leave him and go to work for Stark Industries in New York the very nest day. Parker couldn't even say goodbye to Gwen on that day. Parker discovered why Warren did it. He knew he was Spider-Man and he knew he loved Gwen and he wanted her for himself. As the Jackal, he threatened to kill her if she wouldn't return her love for him or if Spider-Man wouldn't leave them alone. Despite the threats and the fire of the Empire State University caused by the Jackal, Spider-Man managed to rescue Gwen and help the Police put the Jackal in the Ravencroft Institute for the Criminally Insane. It stopped her being an intern at Empire State University as it was still under repairs now even after two years, but she was still alive and that was all that mattered to him.

"I don't know, Gamora," Parker said. "All I know is that I'm such a big mess and I don't know what lessons I should learn from these stupid mistakes I make."

"Well, do you feel better for getting it off your chest?" Gamora asked.

"Yeah."

"Well, first of all, well done for admitting all of these mistakes are yours and yours alone. I've met many creatures in this universe and there are still not many that can admit that. Second of all, do you want to see her again? Even it's just for two minutes."

"Without a doubt. And I would not waste those two minutes or take them for granted."

"Great. And thirdly, if you could only say only one thing to her, what would it be?"

"I would tell her that being with her brightens up my day more than the sunshine and that her happiness and health means the world to me. And that I've always loved her, I still love her and I'll always love her, no matter how far apart we are."

"Impressive. Well, if this talk hasn't helped you, it's helped me a lot. It's helped me focus on the flying."

"Good."

They turned around to see Drax approaching them.

"Oh, no," Gamora said. "You are not flying this ship. You know you can't fly it."

"That's because you don't let me try!" Drax argued. "You promised me a flying lesson!"

"I trust Parker here to fly this ship more than you!"

"Hey, hey!"

Everyone turned to face Quill approaching them.

"What's going on here?"

Gamora explained that it had been a long flight and she was nodding off. Then she saw Parker who couldn't sleep because he couldn't stop thinking of Gwen. So they had a talk and they both feel better. She felt better because talking helped her stay awake when flying and he felt better for getting his worries and regrets off his chest. Then Drax approached and demanded his try for flying the spaceship.

"Well, Gamora, I'll be giving Drax his flying lessons if you want to get some sleep now." Then Quill turned to Parker. "Are you up for learning to fly a spaceship?"

Since he was still not very tired and he thought he would never get another chance to do so, Parker immediately said, "Really? Yeah!"

* * *

Quill teaching Drax how to fly the ship didn't even last five minutes. Drax couldn't seem to understand the simple instructions. When both of them gave up, Drax said he would do better next time.

"This has been the twenty-seventh next time you said and you still haven't made any progress since!" Quill snapped at Drax as he headed back to his room. Then he turned to Parker who had been watching and found it slightly amusing. "You're sure you're up to this? No funny tricks, right?"

Parker turned more serious. "Yeah. I've been watching Drax's mistakes and I'll do my best not to make those myself, though I know I'll make mistakes myself as this is my first flying lesson."

He got into the flying seat and started listening to Quill's instructions. He struggled with everything as first including with keeping the ship straight, accelerating and braking. Though he had passed his driver's ed back on Earth, he was struggling to maintain his Uncle Ben's car that had not been used since he got killed. But he didn't give up and Quill kept on encouraging him not to do so. He even said Parker was making better progress than Drax who had been a guardian lot longer than he had. And Parker was enjoying it. He never ever imagined he would ever ride a spaceship in his life, let alone fly it.

After three hours, Parker felt that he was finally tired and decided to try to get back to sleep in his bed. "Thanks for the awesome opportunity, Quill."

"No problem," Quill said. "How does it feel to do something no one on Earth apart from me has done?"  
"Pretty amazing." Parker meant it, but he was careful not to be to let it get through his head. He remembered what his mission was: to rescue Gwen Stacy, no matter where she was or how long it took. As he got back into bed, he started to get to sleep much easier.


	6. Trash Panda Pies and Paintings

Everyone was up and alert. For breakfast, they had some vegetables with herbs and spices that Groot grew on his own body. Parker had to admit that they were very good, even if Drax overcooked them too much.

"We gave him the job of being the ship's cook," Quill told him, "otherwise he would only complain about being bored and not having much to do."

"When you were abducted, Quill, how did you work up an appetite for non Earth food?" Parker asked.

"Well, if I had to say it in one word: 'Patience.' So what else have I missed since my abduction? Is America still at war with Russia? Has mankind stepped foot on Mars? Is Luther Vandross still performing?"

Parker told him that the Cold War was over, mankind was still far from stepping a foot on Mars and sadly told him that Luther Vandross passed away. Then Gamora reported that the _Benatar_ finally reached the bright yellow Planet Biry. Everyone got ready. Parker put on his Spider-Man mask on.

As they descended to the surface, they saw why the whole planet was bright yellow. There was nothing to see except yellow sand and sandy storms. It reminded Spider-Man of the Sahara Desert. Only this desert covered the whole planet. He thought of calling it Planet Sahara.

"Well, where is it, Gamora?" Drax asked.

"I don't know," she replied.

"Well, you grew up with Thanos and you know about these stardust monsters," Rocket said.

"Not everything and I've never ever visited this planet," she snapped.

"Hey, guys!" Spider-Man cried. "I see something down there. It looks like a half sunken factory into the sand."

"Come here and point to it," Quill said.

Spider-Man ran to the cockpit windscreen and pointed to where he saw what he saw.

"Well, that looks like a half sunken factory to me," Drax said.

"All right, we'll take a look," Quill said.

"Are you sure?" Rocket asked.

"Well, we've been searching this planet for an hour now and found nothing. We don't know when the next time we will find evidence."

"How do you even know this is evidence when we haven't been down there yet?"

"Oh, great. Thank you, Rocket, for volunteering to check it out."

"Wait? What?"

Quill turned to the other Guardians. "Who else wants to volunteer?"

"I am Groot," Groot said, pointing his arm up.

"Anyone else? Last chance."

"I'll go, Quill," Spider-Man said. "I sneak into buildings all the time. And my spider senses will sense for anything like alarms or lasers."

"Okay. Now that's all sorted, here's the plan…"

* * *

The _Benatar_ flew closer to the half sunken factory. The cargo door opened. Spider-Man and Rocket with Groot on his back jumped out and landed on the roof.

"This plan is so stupid," Rocket moaned. "I don't know why I listen to Quill and – "

"Rocket, zip it," Spider-Man said. "Do you moan this much?"

"I am Groot," Groot said.

"Thank you, Groot," Rocket said sarcastically. "Very helpful."

Spider-Man walked to an air vent. He tried to lift it up but the bars were heavier than they looked. He fired web at them and walked backwards. The bars finally came up and landed down with a big bang.

"And I thought this was supposed to be a stealth mission," Rocket teased. But before he could laugh, web was shot at his mouth.

"I couldn't agree more, Rocket," Spider-Man said, before he jumped down into the hole.

As Rocket took the web of his mouth, he walked to the hole Spider-Man went down. He saw a long line of web hanging down. _Do I really have to climb down this piece of crap?_ he thought. Then he saw Groot passing him and jumping down the hole. "Groot, what are you doing? You're going to make a big – "

"I am Groot."

"What? You've landed?"

"Yeah, he has," Spider-Man called. "Now, hurry up and get down here."

Rocket noticed that a tree vine was leading into it. He felt it and discovered that it was very young and fresh. He knew that it was no doubt from Groot. He grabbed it and started to climb down it. But he started to slip on it and caught Spider-Man's web. He kept on holding onto both of them. As he started to use both to climb down, he recognized both of them were very helpful. He reached the bottom where Spider-Man and Groot were waiting for him.

"Great vine, Groot," Rocket said. "As for you, Parker, your web is good for climbing down, but it don't taste good."

"Well, it's good to learn that there's nothing in this universe that is everybody's cup of tea," Spider-Man said. "Now, come on."

Rocket and Groot followed Spider-Man through the large metal corridor. Though there was no other way to turn or cut as they headed forward, they felt like they were in a maze.

After Rocket yawned, his walkie-talkie came alive. "Rocket, have you guys found anything?" Drax's voice asked. "Quill's getting impatient to land."

"We have been walking down this corridor for hours and ain't found nothing," Rocket reported. "Parker, haven't your spider senses picked up anything yet?"

"No, not yet," Spider-Man said. Then his phone rang again.

"And now his phone is ringing," Rocket complained.

The number that was ringing wasn't in Spider-Man's contacts. He answered it.

"Peter, it's Captain Stacy."  
Spider-Man was relieved. "Hey, Captain Stacy. What's up?"

"It's about Gwen."

"What about Gwen?" Spider-Man asked, pretending that he knew nothing of Gwen's disappearance.

"She's missing. No one has seen her and she hasn't come home last night at all. I've only found her phone on its own in Central Park, but nothing else from her."

"What about Harry?"

"I went over to Harry Osborn's place. He wasn't there himself. His mother Emily said that he was away on a business trip and Gwen was not with him. She let me and my fellow officers search the place but we still haven't found her. Please tell me you've found her."

"I'm sorry, Captain, but I haven't seen her for a long while. But I will keep my eyes open out for her."

"Okay, thanks."

Spider-Man turned off his phone and started to sense something. He jumped up to the ceiling and picked up Rocket and Groot with his web.

"What are you doing?" Rocket demanded.

"I am Groot!" Groot cried.

Rocket looked down to see some bullets were being fired from a turret from the other side.

"Is that why you shot us up here?" Rocket asked.

"Well, would you rather be a trash panda pie?" Spider-Man teased.

Rocket growled until he nearly slipped off his web.

Spider-Man looked ahead and saw a hole on the ceiling. He started to crawl to it.

"I am Groot!" Groot cried.

"Groot says there's another turret behind us on the ceiling aiming at us!" Rocket cried.

Spider-Man picked up the pace and managed to reach the hole. They were in the air ventilation shaft. He turned around to see how Rocket and Groot are.

"Not a sweat on me," Rocket said.

"I am Groot." Groot showed Spider-Man a few bullet holes on his back.

"Sorry, Groot."

"I am Groot."

"He said you did your best," Rocket said. "He'll heal up soon. Now, let's get out of this stinky ventilation shaft. It's so bad in here. Never mind throwing up, I think I'm about to die."

Spider-Man had to admit he wanted to throw in here as well. He smelt better septic tanks. So they picked up the pace. Then he stopped as he felt his spider senses. He gasped.

"What are you stopping for now, Parker?" Rocket snapped.

"The walls are closing in!" Spider-Man cried. "Hurry!"

They crawled along as fast as they could, but the walls kept coming in closer. Spider-Man knew that if they continued like this, they would be crushed and become paintings on the wall. Then he saw a nearby air vent. He managed to reach it, kick the cover off and jump out. Rocket and Groot jumped out and landed on a giant web cob.


	7. Spider-Man's Worst Nightmare Ever

"Why are we sitting on this large piece of webbing crap, Parker?" Rocket demanded.

"Take a look below," Spider-Man said.

Rocket and Groot did so. They saw a whole swarm of the Stardust Ghosts flying around at the bottom of the floor.

"I am Groot," Groot said.

"Yeah, no kidding," Rocket said.

Spider-Man just assumed Groot was saying this must be the very spot where the Stardust Ghosts were created and had been hiding ever since. Then he noticed the ghosts were all heading in the same direction and quickly too. He wondered if they were preparing for war or an invasion. He looked in the opposite direction. He thought that would lead them to the main source of these deadly alien sources.

"Grab on my back, guys," Spider-Man told them.

"What?" Rocket asked.

"I am Groot," Groot said.

"I'll be able to fly us in the opposite direction of where they're going," Spider-Man explained. "It might take us to the very spot where these Stardust Ghosts are being created. So, come on, hop on. And hold tight."

Neither Rocket nor Groot were light nor comfy, but Spider-Man did his best to fly stealthy and calmly and made sure his friends wouldn't fall off. The flying only took minutes. They reached the very spot where they were looking for: the laboratory of the factory.

It was small and quiet, but it had a lot of glass jars and chemicals no one on Earth had seen. They could tell a huge amount of work had been going on in there. Spider-Man was just impressed with what he was seeing: all of the alien chemicals and weird advance machinery. He couldn't even begin to work out how to make sense of it, which was what always excited him the most.

Rocket grabbed his radio. "Quill, we've found the lab here. The very lab where the dusty ghosts are being made."

"Right, we're on our way," Quill said.

Then Spider-Man's senses picked something up. "Everyone, get behind the desk."

"Why? You found something important?"

"Just trust me and do it!"

Rocket and Groot followed him and joined him at peeking up above the desk. Spider-Man was shocked to see who entered the lab. He tried his hardest to disbelieve it, but it was clear as crystal that the person that entered was none other than Gwen Stacy herself. He couldn't resist going to her, but Rocket stopped him by the arm.

"Don't get too carried away, Parker," the raccoon told him. "This could be a trap."

"I've got us through a couple of traps before getting here, didn't I?" Spider-Man jumped out from the desk and approached Gwen. "Gwen, are you all right?"

She stood still and didn't answer.

"Gwen, it's Spider-Man. Are you all right?"

She turned around and started to walk away. Spider-Man followed her and tried to hold her arm. Then she turned around and gave him the look.

Spider-Man started to feel that something was wrong with her, even though his spider senses couldn't sense anything. "Gwen?" Then he was slammed into the wall. Not by Gwen's hands, but by stardust. He looked ahead to some stardust floating around her hands before vanishing. His worst fear ever came true. Not only had the Stardust Ghosts have captured Gwen Stacy, they have done something to make her serve them. He fired web and swung to her, dodging as much stardust as he could. Then blue electricity appeared over her and she fell down.

"It's okay, I only stunned her," Rocket said quickly before Spider-Man could say anything.

Spider-Man, Rocket and Groot approached the stunned Gwen. Rocket got out his scanner and scanned over her body. "Oh, my God!"

"What is it?" Spider-Man demanded.

"According to my device, the king of the ghosts is inside her body," Rocket told him. "That's why she do all of them dusty magic spells."

"So how do we get him out of her?" Spider-Man asked.

"We haven't worked that part out yet," Rocket said.

Then all of them were blasted to the other side of the room with stardust.

They all saw Gwen marching towards them. Groot tried to use his vine powers to wrap around Gwen, but she broke them off with one push and she kept on marching.

"It's too late," she said. "It's too late for your friend and it's late for the whole universe. Soon you will all join us."

"Why did you keep Gwen but send me away?" Spider-Man demanded.

"We didn't send you away," Gwen said. "You escaped us yourself while we took you onboard. We will not lose you again."

"I will not come with you!" Spider-Man snapped.

"You will unless you want to be responsible for the deaths of your friends and your true love."

That did get to him. Seeing as he had no other choice, Spider-Man approached Gwen.

"Parker, don't!" Rocket yelled. "It's a trap!"

"I am Groot!" Groot yelled.

Spider-Man got onto his knees and knelt before her. Then his spider senses picked something up, but it wasn't Gwen's hands about to touch his shoulders. He flipped backwards to let Quill fly past him and stun Gwen. Gamora, Drax and Mantis followed were behind them.

Quill stunned Gwen again.

"The king of the ghosts is in her," Rocket told the newcomers.

"So let's just cut her tummy open, get him out of there and kill him," Drax said.

"It doesn't work like that," Gamora said. "No one has ever done this before. We could kill Gwen instead of the king of the ghosts, if we're not careful."

As Spider-Man and the Guardians tried to work out what to do about it, they were all pushed into a corner by stardust. Then they saw Gwen with some stardust ghosts behind them. Some lifted her up and they vanished out of the lab.

"Come on!" Quill shouted.

But as they got up, they fell back down again because the whole place from floor to ceiling was cracking and breaking up.

"Come on!" Gamora yelled. "We need to get out of here!"

They got up again and tried to run out of the room, but the doorway exploded. The walls around them exploded and the ceiling started to fall onto them.


	8. The Next Step

Spider-Man and the Guardians were surprised to find themselves not surrounded by falling mortar, metal walls and chemicals but by the seats of the _Benetar_.

"I am Groot," Groot said.

"No idea," Rocket said. "How did we exactly get back up here?"

"That would be my teleportation device here." Gamora showed them a metal device with a blue button around it.

"I thought I was the gadget master on this ship," Rocket said.

"Well, you thought wrong," Gamora said. "And before you ask, I did not learn from you."

Spider-Man took his mask off. "Did you really make that yourself, Gamora?"

Before she could answer, the ship started to wriggle.

"Everyone, to your positions!" Quill ordered. He sat in the pilot's seat and started to fly the ship away.

Parker saw that the ship was still in the middle of the factory and they were zooming out of it. They found the giant entrance of the factory and started to speed for it, but it was immediately filled with sand.

"Oh, great!" Rocket moaned. "How are going to get out of here now?"

Parker turned to his left and saw a metal wall. It gave him an idea. "Can you turn right and make a hole?"

Quill turned the ship around to the right and quickly saw what Parker meant. "Well, what are you waiting for, Rocket? Cut a hole!"

While Rocket was busy cutting the hole with the gun turrets, everyone was checking the rest around the ship. The walls and ceilings were breaking apart and the building was filling up with sand quickly.

"You might want to hurry up, guys," Gamora said.

"Might?" Drax scoffed. "You _must_ hurry up!"

"All right, shut up and let me work!" Rocket snapped.

Quill saw that time was running out and, though Rocket hadn't even finished shooting half a circle, he decided to push the _Benetar_ forward and knock the top half over. It worked, though it dented the ship. Everyone was relieved as they were off the planet and back into space again.

"All right, let's go and sort these Stardust Ghosts once and for all," Quill said.

"But we don't even know where they are," Drax said.

"Oh, yes, we do." Rocket got out his tracker. "I threw a tracking device on Gwen's leg. She's with them and so wherever they go she'll be there."

Everyone gathered around the tracker. It showed a map of the galaxy and a red dot was flashing on a planet.

"According to this, they must be invading Morag."

"Set a course," Quill said. "Then let's get some rest and food. We will need all the energy to sort these Stardust Ghosts out once and for all."

* * *

During their rest, Parker barely ate his share of Groot's vegetables. It wasn't because of Drax's over burnt cooking again; it was because he was thinking about how he could possibly save Gwen. He was worried what if the only way to save Gwen was to kill her. He thought of begging the Guardians not to do that, but he didn't know them that well with only being with them for two days and they would probably say that no one girl is more important than the whole universe. Even if they did say that, who was he to judge? He had responsibilities as Spider-Man for the whole of New York, not just Gwen. Having thought that, he wished he could spend more time with her.

Then Mantis gasped as her antennas lit up. "We are under attack."

"To your seats, everyone," Quill ordered.

"We haven't even had half an hour," Drax complained, as he sat down.

Once everyone sat down, they all saw through the windscreen a giant swarm of Stardust Ghosts was welcoming them.

Rocket began to shoot them.

"What are you doing?" Quill snapped. "You know you can't kill them."

"But we're making a hole, aren't we?" Rocket protested.

Rocket did have a point. He _was_ making a hole through the swarm and they were passing through. But the ship was still getting attacked by the ghosts outside andit was shaking and rumbling violently. Quill decided to punch the ship at maximum boost. Spider-Man and the Guardians were getting space sick.

"Are we nearly there yet?" Spider-Man asked.

"Why?" Rocket snapped. "You got a mask to be sick in, haven't you?"

Then the ship slowed down. The boost had run out, but at least they were entering Morag's atmosphere.

"Well, so far so good," Quill said.

Neither Spider-Man nor the other guardians could think or feel the same. They were feeling very queasy and felt like dying, though they knew they didn't want that really.

Then they looked ahead to see they were approaching the rocky landscape of the planet and a new swarm of Stardust Ghosts. Rocket fired at them again, but the turrets didn't last as long as the first swarm. He found out that the ship had no bullets left.

So the _Benetar_ had no bullets and no juice for boosting and a whole swarm of Stardust Ghosts were still around them. Then Spider-Man had an idea. He ran back as if he was heading to cargo bay.

"Hey, where are you going, Parker?" Drax asked.

Quill knew what Spider-Man was thinking of doing. "Drax, follow him and stop him!"

As Drax did as he was ordered, Quill kept on doing his best to avoid the swarm. Then he had no more to avoid. Either he dodged them completely or they dodged him.

Then Drax returned to the cockpit. No one needed him to tell them that Spider-Man went out to get those evil ghosts to away from them, but he did.

"Great job preventing him from putting himself at risk," Quill said.

"But he is out there, putting himself at risk."

Quill groaned at Drax's lack of getting sarcasm.

"Or maybe he's using them to find Gwen," Gamora said.


	9. The Biggest Risk Ever

Spider-Man was doing all of those things the Guardians thought he was doing. As he knew the Stardust Ghosts were after him, he was trying to lure them away from the _Benetar_ , hopefully so the Guardians can land it easily instead of crashing it. Also he was planning to find where Gwen was and he was hoping a swarm could lead him to her. The trouble was there was so much swarms of the ghosts that he couldn't work out which was coming out where or going to where. And seeing nothing but rocks and giant holes the ghosts kept going in or coming out of wasn't helping much either. And trying to fly and avoid the flying ghosts was taking a lot of energy out of him.

Spider-Man felt that he couldn't fly or dodge any more ghosts any longer. Luckily, he spotted a nearby big enough cave and decided to land close to it. As there was no ghost flying up above him yet, he took a moment to catch his breath before he would run into the cave to hide from them. Then he stopped as he saw Gwen in front of him. She had her arms in the air. He looked up to see the flying Stadust Ghosts in the air. Wherever she waved her arms left, right, straight or back, the ghosts followed in those directions. It was as if that was how the Chief Stardust Ghost was controlling his fellow minions.

Spider-Man approached Gwen. "Gwen, listen to me. I can help you."

Gwen chuckled. "You can't help her. Even if you stayed with her and gave her the support she needed for the last two years, you couldn't help her. She is beyond help."

Spider-Man wondered whether the Chief Stardust Ghost meant Spider-Man or both him and Parker. Then he made a risky choice. He took his mask off. "Gwen, it's me, Peter Parker."

Gwen's body stopped and turned around to face Parker. "Peter, is that you?"

Parker started to look more hopeful before he saw Gwen's body glow like gold. "No!" she said. "You cannot win her back just by revealing yourself!"

Now Parker was finally able to tell who was Gwen and who was the Chief Stardust Ghost. He started to take his whole uniform off.

"Gwen, I'm very sorry for not speaking to you since Norman Osborn's funeral. It wasn't just because I've been trying to provide for my Aunt May. Because I still loved you and I still do, I was jealous about you being with Harry."

Gwen seemed be struggling with the chief inside of her, but she seemed to know who Parker was.

"And I know that's no excuse for not speaking to you in two years, but I've really missed you and still love you. And I will do whatever it will take to get you to come back to me. And not just for my sake, but for Harry, your Dad and everyone else who loves you."

Gwen's mouth opened and an enormous Stardust Ghost appeared to be leaving her mouth. Parker hoped that the ghost would finally leave Gwen once and for all, but he also expected that it would go back right back into her, which was what exactly happened.

"Nice try, Parker, but the only way you can be with her ever again is to surrender to us," Gwen said.

As he couldn't think of any more ideas, he started to wonder if the best thing for both the universe and Gwen was for her body is to be killed. He wondered if it was best for Gwen to be die peacefully than let her live with the murdering monster inside of her and force her to do more evil things. Then he started to wobble but managed to walk ahead and regain his balance. He looked behind to notice he was at the edge of a rocky cliff and it was quickly crumbling behind him. Then two sharp spikes nearby gave him an idea.

Parker fired web at them and got to them to go through his stomach. He screamed at the pain, but Gwen screamed more loudly and the Chief Stardust Ghost was getting out of her. But it was still not enough. Already in enough pain, Parker looked behind him and decided to fall down, hoping the ghost would finally get out of Gwen.

* * *

The ghost finally got out. It was all because Gwen was shocked to see her friend Peter Parker getting spiked through the chest and falling off a cliff. She tearfully ran to the cliff and tried to find him, but all she could see was fog. She didn't care at all about the fact that a ghost had just been in her or that she was not on Earth; she was merely horrified that she had just seen Parker fall to his death.

Then Gwen was turned around when the Chief Stardust Ghost was holding her. It started to enter through her mouth, but the top of it got fired and it released her. Gwen couldn't believe she was looking at a gang of strange aliens firing at the giant dusty monster. She couldn't believe this was happening. She thought this was only a big nightmare. Then when she lost balance and fell from a cliff, she realised it wasn't a nightmare at all. It was very real. She noticed it was more real when she stopped falling and was heading back up. She saw she was being held by Spider-Man.

"Spider-Man!" she cried.

"Hey, how are you doing?" Spider-Man asked.

Spider-Man and Gwen reached the cliff. They were just in time to see the Guardians of the Galaxy shrinking the Chief Stardust Ghost and squeezing it into a metal jar and throwing it down in a hole.

"Spider-Man, where are we? What's going on?" Then she looked at his chest. Two holes of blood were showing on his suit.

"It's a long story, Miss Stacy," Spider-Man said. "These aliens here are the Guardians of the Galaxy and they're going to take us back to Earth when the mission is done."

An explosion made them turned to see lava shoot up from the hole the metal jar had been dropped into. Then they were all covered up in dust. They looked up to see the Stardust Ghosts disintegrating and landing on the ground.

"Are they dead?" Spider-Man asked.

"Well, if they're not dead, at least they've shrunk," Rocket said.

Spider-Man took that as a 'Yes'. Then he turned to Gwen, who was looking sad and confused. "I know you're upset and confused, Miss Stacy, but do you mind telling me after we get onto their ship and we started flying back to Earth?"

Though she nodded, Spider-Man knew Gwen was getting more confused or more frightened as they headed to the _Benetar_.


	10. Back on Earth?

Quill and Gamora were hanging outside the guest bedroom. Spider-Man emerged out and took his mask off.

"How's she coping?" Gamora asked.

"She says she's fine, but I can tell that she's still confused and finding that she's in space and those evil aliens inside of her hard to believe. And she's heartbroken that Peter Parker died in front of her. I'm not sure how to help her more." Then Parker went off.

Quill and Gamora entered the room and saw Gwen crying.

"Can we get you anything, Gwen?" Quill asked.

Gwen just kept on crying.

"What if we told you that what you saw happened to your friend was just a fake vision?" Gamora said.

Gwen stopped crying. "Fake vision? Like a mirage?"

"Yeah," Quill said. "That planet that we've just been on tends to have a lot of mirages."

"What about the aliens inside of me? Was that a mirage as well?"

"I wish I could say there were, but no," Gamora said. "But your body is well rid of them and won't come at all."

"So Peter Parker wasn't on that at all?" Gwen asked.

"Well, not his body, but his deep feelings for you were," Gamora said. "You see, when we discovered that those things were hiding in your body and we were struggling to find a way to get them out of you, we tracked down your relatives and friends back on Earth. And, for the purposes of saving both you and the universe, we had to find out who – "

"Who I loved the most," Gwen finished.

"And we found out that he has the same feelings for you," Quill said. "If it wasn't for your mutual feelings for each other, you would have died along with the whole universe."

Gwen couldn't believe it. "He's still alive and he still loves me." She broke into tears but this time it was for happiness.

"Well, I hope you're ready to see him," Quill said. "Because we're just outside of Planet Earth and we'll be ready to teleport you back soon." He got out his handkerchief for her to dry her eyes as she followed him and Gamora to their teleport device. It was merely a flat metal platform with a small screen and keyboard in front of it.

"You got it ready, Rocket?" Quill asked.

"Well, it's the first test so don't expect any overnight successes," the raccoon said.

That worried both Spider-Man and Gwen. Spider-Man took Quill to one side. "Did you guys invent it?"

Quill chuckled. "No, we stole it from some bad guys only so they wouldn't be able to teleport to other planets and do bad guy stuff. We've never used it for ourselves until now."

"It's ready for a test now," Rocket said. "The sooner you get on, the sooner we'll get you back to Earth."

Spider-Man and Gwen went onto the teleport platform and held each other's hand.

"Thanks for getting us back home," Spider-Man said.

Quill smiled. "After the two of you helped us to get rid of those Stardust Ghosts, it was the very least we can do. Now, take care both of you."

Spider-Man and Gwen waved goodbye with their free hands. Then they saw more blue lighting took over them and the _Benetar_ and the Guardians of the Galaxy vanished.

* * *

Spider-Man groaned as he opened his eyes. He saw that he was on a beach. He hoped it was a beach on Planet Earth. He saw a sign that said, 'Welcome to Myrtle Beach.' He was relieved that he was on Earth at least. Then he heard a big thud. He turned to see it was Gwen. The Guardians may not have landed them at the right town but it was the right planet and the right country. Peter Parker reminded himself of that as he took his Spider-Man outfit off behind a rock. And the sunset was setting which was good because he was getting tired.

After he finished changing, he heard a loud scream. He saw Gwen was sitting upright and looked like she was panicking. He started to run to her.

"Gwen! Gwen! Are you all right?"

She turned to face him, seemed a little nervous and started to crawl away from him.

"Gwen, it's me, Peter Parker."

Gwen stopped moving.

"Peter? Is it really you? For real?"

Peter approached her slowly and knelt to her. "Yeah, Gwen. For real." Then he was wrapped up in her arms.

"Tell me it's really you, Peter," she said nervously. "Tell me I'm back on Earth."

Peter gently broke free from her embrace to hold her hands. "It's okay, Gwen. It's really me. You're on Earth and in Myrtle Beach, U.S.A.," he assured her.

"Are you okay?" she asked.

"Me? I'm fine. It's you I'm worried about. What happened?" Then he was embraced again and that this time he felt tears pouring down his neck. "Are you all right? Do you want to tell me about it?"

"You wouldn't believe me if I told you," Gwen sobbed.

"Come on," Peter said gently, as he helped Gwen up. "Let's find some place for the night so you can rest better."

* * *

Back on the _Benetar_ , the Guardians were pleased to find their teleportation was a success. Rocket was frustrated that the teleporting device wouldn't work and most of the Guardians were disappointed that they couldn't use it for their benefits. Quill and Gamora were the only ones glad it was broken so they couldn't abuse the power of teleportation.

"Earth's just down there if you want to go back to it, Peter," Gamora said. "Now would be the perfect chance."

"The perfect chance to what? Miss out exploring the universe, hanging with my friends and do the rest of the universe justice? I don't think so. Now, let's take a vacation, shall we? Anyone know any tropical planets?"

As the Guardians argued with tropical planet was the best one for taking a vacation, Quill just flew the ship away from Earth. He felt that he had nothing to go back for. He had no family there, no friends there and no interest in the latest music there.


	11. Mutual Feelings Never Gone

Peter and Gwen managed to find a hotel in Myrtle Beach that was an only two-star one not too far from the beach. Luckily, Peter had enough money for a room for the night and tickets for a flight to New York tomorrow for himself and Gwen. Those were the only things he had to pay; everything else was complimentary.

It was about eight o'clock at night when Peter, in his free-rented white swim-shorts, went to the poolside and got two ice creams. He found Gwen, wearing a free-rented strapless black bikini top and a black sarong around her legs, on a deckchair. She borrowed Peter's phone to call her dad and tell him that she was alive and fine in Myrtle Beach.

When she finished, she turned to him. "Thanks, Peter," she said, as he gave her one of the ice creams. She gave him back his phone.

"What has your dad had to say?" Peter asked, as he sat down on the opposite sundeck. He was worried if Captain Stacy was going to suspect him of kidnapping his only daughter.

"Well, he's relieved that I'm still alive and I told him that our flight for the John Kennedy Airport lands at half one in the afternoon. And he's glad that you're with me. Though not as much as I am."

"Now are you ready to tell me what happened?" Peter asked. "As you can see, I have no camera with me, I'm not wearing a wire and I don't even have a notepad or pencil, so I'm not doing this for the _Daily Bugle_. I'm only doing this because you're my very best friend."

"You still wouldn't believe if I told you," Gwen said.

Peter put his hand on her shoulder. "I've always believed you, Gwen. I've always trusted you and I've never ever called you a liar. And I won't tell anyone you don't want anyone to know, including your dad."

Touched by what he said, Gwen explained her story about being abducted by aliens. Peter did his best to look amazed with her story and act like he was not part of it. The first thing she could remember was when she was walking through Central Park when a bunch of colorful dust dropped behind her. Then the dust was following her as if it was after her. Spider-Man arrived to help her but it caught them both. Then she found herself on a strange planet and the first thing she saw was Peter Parker getting killed in front of her own eyes. Then Spider-Man rescued her and they escaped the planet by some of his alien friends. Then the aliens assured her that Peter was not dead and still alive on Earth.

"Then they teleported me here to Myrtle Beach and then I've found you here," Gwen finished. "Or rather you found me here. I don't know where Spider-Man is."

"Wow! That must have been so cool!" Peter was given the look. "What's the look for? I was giving you a compliment. Anyone would have given up anything to go to exploring into space and learning new stuff. A lot of sci-fi geeks would do anything to have the adventures you had. They would even propose to you. John Jameson can eat his heart out."

"Well, I didn't like it one second. It was nothing but a confusing nightmare. I'm starting to doubt it even happened."

"But has anything good come out of it? They usually do out of terrible experiences. When I have a really bad day, I try to think of what good has come from it. Like what lessons have I learned from them so I don't repeat them. Getting fired from the Connors sure helped me open my eyes."

Gwen started to think. "Well, the only good things were Spider-Man coming to rescue me and those Protectors of the Universe helping us. But the best thing was that you saved me from the monster I became."

"Me save you? How? I wasn't even abducted with you. I think it's Spider-Man and your alien friends who are the heroes of this story."

"Well, this is hard to explain, but you are the hero of this story because of our mutual feelings. The protectors said if it wasn't for them, I would have been dead and the ghosts would have finally ruled the universe."

"But how did you or your alien friends find out?"

"They could sense my feelings, then they tracked them back to Earth and they found you and what your feelings for me are."

Peter gulped. Gwen rose from her sundeck bed and sat next to Peter.

"You know I really missed you as much, Peter," Gwen said. "Why didn't you ever – "

"Well, though I try my best not to, I feel like I let everyone down, including my Aunt May," Peter said. "And since Harry's dad died, he became more distant from me. I thought you would be better off without me because I've let you down more times than I can count." He was given the look again. "What's the look for now?"

"For thinking of something very stupid."

"What something stupid?" To his surprise, his hand was held by hers.

"For thinking I don't need you in my life at all. Because I do. I've never stopped thinking about you and I've never stopped loving you. You know that strange version of you falling to your death on that planet really devastated me and seeing you here alive and well made me feel like living again. I'm really glad it's you who found me on the beach."

Peter was really amazed and touched by that. "Thanks, but I thought you might be hoping it would be Harry."

Gwen sighed and bowed her head. "He probably doesn't care. Well, I don't either."

"What happened?"

"I tried my best to keep the relationship between us going, but it was getting very stressful for me and I just couldn't keep it up, even after when the Empire State University had been destroyed by that monster. It felt more like a nurse-patient relationship. We haven't actually broken up, but we're not seeing each other much."

"What about the presents he got you for your birthday, Christmas and Valentine's Day? And what about the vacations he took you on? I hear that you both have been to Disney World in Florida three times a year. And you always went on Harry's private jet."

"Yeah, he did do that. We did go to Disneyland three times a year and we went to lots of places like walking the Great Wall of China, snorkeling in the Egyptian Red Sea and get VIP tickets to watch football game live. But all of that didn't really make me happy. Not just that but whether when we were on vacation or back at home in New York, he would spend less time with me and started to talk to a lot of other girls. The only thing that kept me going was because of this." She revealed her locket.

Peter knew what it was but peered closer and acted surprised. "Is that – "

"Yes, Peter. It's the locket you gave me for my seventeenth birthday. And look."

Peter peered closer and couldn't believe it. There were two photos in it. One was the first one of them ever together from the Seventh Grade right until the Tenth Grade. He was about to burst into tears.

"And check these earrings out. Thank you for them and your cards as well. They mean more to me than all of the expensive chocolates and spa nights Harry gave me and they last much longer. Hope you got my presents and cards for your last two birthdays as well?"

That surprised Peter. "I'm afraid I didn't see anything from you on my locker."

That surprised Gwen as well, but Peter appreciated she was still thinking of him even though they never spoke a word to each other since Norman Osborn's funeral before tonight. "Well, thank you anyway, Gwen." He smiled at her.

She smiled back. "I've never been this happy since I didn't see you again since that funeral."

"Well, I'm touched, Gwen," Peter said, "but you know like everyone, I'm not perfect. I'm not always honest with you, I'm not trustworthy enough and I'm not – "

"Selfish or greedy," Gwen interrupted. "I know you're not perfect and I know you make a lot of mistakes, but there are many things I really love about you, Peter. Learning from your mistakes, your intelligent, you good looks but the one thing I really respect and admire about you is that your heart is in the right place. You lost your parents, your Uncle Ben but you still survive and do everything you can to look after your Aunt May. You don't take your family and friends for granted."

Peter was being really touched. "Thanks, Gwen."

They hugged each other again. They looked at each other and kissed each other on the lips. They both felt better for doing it after it was something they both wanted to do for two years but thought it would never happen. They smiled and just had to kiss each other again.

"I'm going to take a late night dip in the pool, if that's okay with you," Peter said, as he got up.

Gwen got up herself and unstrapped her sarong, revealing her black briefs. "As long as I can join you."

Delighted, they took each other's hand and jumped into the pool.

* * *

After an hour of swimming, laughing and playing together, they decided to head to their room. It wasn't big with only two small beds and a bathroom, but they were both grateful for a roof over their heads for the night.

Gwen got into her bed. "Can you come here, Peter?"

Peter went to her bed and sat next to her. "What is it, Gwen? Are you feeling a bit better now that you know you're back on Earth?"

"A bit. It's still going to take a while to get over it, but seeing you and being with you tonight has been the perfect start. So, thank you. Thank you so much." She kissed him on the lips one more time. "Good night."

"Good night, Gwen." Peter couldn't believe this was happening for real. He thought this was all a dream himself. It was reminding him of when they went to summer camp a few summers ago and he had an accident with a water slide. He only had to spend two nights in bed to recover his leg, but Gwen kept visiting to check if he was okay.

He wished every day could be like that and every night like tonight, but he was always one for facts and being realistic, not fantasy. And even if this could be real, would he be able to keep it up with his Spider-Man duties, his paid work and looking after his Aunt May?


	12. More Harry Problems

After the plane landed at the John F. Kennedy International Airport, Peter made sure Gwen was reunited with her father Captain Stacy. He was thanked by him for finding and returning her safe and sound and she thanked him once again. Then as Spider-Man he flew his way back to his house. As he flew, he couldn't get Gwen out of his head. After not speaking for so long, he knew how he got her back into his life. Now, he tried to think about how to keep her in his life. He knew that she needed him as he needed her, maybe even more. On the flight from Myrtle Beach to New York, she was asleep the whole flight and was leaning onto his shoulder the whole time. These last two years of not speaking to each other had taught him so much and he started to appreciate seeing her more.

Just before he got home, Spider-Man saw a gang of bad guys stealing puppies. He flew down, webbed up the bad guys for the police and gave the puppies back to the puppy charity called Puppies for Life. He was thanked by the charity staff and even received a lick from some of the puppies.

Then he flew back home where his Aunt May was still alive and well. She was delighted to see him. "So how did the college search go?"

Last night, after he landed back on Earth, he told Aunt May that he was invited to have a tour of some colleges at and around Myrtle Beach and it was at short notice, which was why he had to leave immediately without telling her. There he found Gwen who had been missing for two whole days.

Aunt May was pleased that Peter had finally found Gwen and that they were friends once again.

Then there was a knock on the door. Peter went to it and opened the door. To his surprise, it was Gwen. But she was looking unhappy and about to burst into tears. He let her in the house and they sat down in the lounge. "What's up this time, Gwen?"

"It's Harry," Gwen said. "After my dad picked up me up, he took me to Harry's place and I was shocked to see he was holding a party to celebrate a multi-billion deal he made. He was speaking to people either I've never seen before or some of his friends he speaks more to than to me when we're abroad. When I arrived, he barely acknowledged me. I tried to tell him about my alien abduction, but he wouldn't listen to me. I don't think he even cares."

Peter was shocked to hear that. He knew that Harry had been suffering through mental problems due to his self doubts and his father's lack of praise among other things, but he never thought it would go this far. No wonder Gwen was very tired and unhappy with him.

"And that's not the only thing," Gwen sobbed, with tears starting to pour down. "I discovered that he has been cheating on me. After all these years of me giving up part of my life for him, he repays me by cheating on the new maid who is only nineteen. He does it when I'm not with him and he's even impregnated her."

Peter couldn't believe what was happening between his two best friends. He didn't know if he was back on Earth for real or if he was still in space with the Guardians of the Galaxy.

"And I found these in his bedroom." Gwen opened up the bag she brought in with her and empty. It was full of cards in envelopes and objects in wrapping paper. "These are the stuff I left on your locker for your last birthdays and the last Christmases. When they weren't there, I assumed you picked them up. Only today I've just discovered that they had been in Harry's room and I don't know why he would do that. I tried to confront him about it but he was still too drunk to focus, so I left and –" Then she started to cry loudly.

Peter hugged her. "It's okay, Gwen. The most important thing is that you never forgot me like I never forgot you and you've still been supporting me in your own way. That's what matters to me."

Gwen stopped crying, looked at Peter and smiled. "Thank you, Peter."

They started to lean in closer to each other and were about kiss on the lips when there was a knock on the door.

Peter got up. "If that's Harry, I'll teach him a lesson."

"No, Peter," Gwen said. "I don't want things to get messier than they need to be."

"Then I'll tell him to go away." When Peter opened the door, he saw it was not Harry Osborn at all. Or a human being at all. It was a red floating thing that looked like a security camera.

"This had better be important, J.A.R.V.I.S.," Peter said sternly. "I'm in the middle of a –"

" _Mr. Parker, you're needed at Stark Industries urgently_ ," J.A.R.V.I.S.'s robotic voice said. " _I have brought one of Mr. Stark's self-driving cars here. You must come at once and Mr. Stark says you can bring your friend with you_."

Peter didn't know what to say. Then he turned back to Gwen. "Gwen, I have to go to Stark Industries. I don't know what it's about, but you can come with me."

Gwen immediately shot up to her feet. "Then let's not keep Mr. Stark waiting."

"Aunt May, you're all right on your own here for a bit, aren't you?" Peter asked.

"Yes, don't worry about me," May said. "You two go and do what you need to do."

Peter and Gwen walked out of the house and followed J.A.R.V.I.S. into Tony Stark's self-driving car. It was more like a self-driving black limousine because that was the car really was. They got in along with the floating device. There was no driver in the driving seat. Then the engine started and the steering wheel started to steer on its own.

"Hey, J.A.R.V.I.S., how did you get your driving license?" Peter asked.

" _Well, Mr. Stark gave me his knowledge of road traffic safety as well as the knowledge of driver's ed instructors_."

Though the limo was driving smoothly, both Peter and Gwen were still worried and didn't like really felt comfortable of being in a self-driving vehicle. They started to wonder if this was legal or how much fines Tony Stark would have to pay if anything went wrong. And Peter started to wonder how Spider-Man would be able to rescue people from vehicles like this if it became completely legal.


	13. Losing Friends

Peter and Gwen were glad to get out of the self-driving limo when it arrived at the massive Stark Industries building.

The red floating device went out with them. " _How was my driving, Mr. Parker_?"

"Well, I'm no driver's ed instructor, J.A.R.V.I.S.," Peter said, "but I have to admit that wasn't so bad."

They went into the building reception. There to greet them was a lady.

"Hi, Miss Potts," Peter said.

"Hello, Mr. Parker," Pepper Potts said. "And your friend is –"

"Gwen Stacy," Gwen said.

Pepper gave them their name badges. It had nothing on them.

"Put them on and look at them," Pepper said.

Peter and Gwen did as they were told. Then they looked their name badges and to their surprise their names digitally showed up. They were both amazed.

"They were designed by Mr. Stark himself. He thinks they will be more accurate. For example, if someone takes your badge and claims to be you, then this badge will prove they are lying. Now, if you'll both follow me."

Pepper took Peter and Gwen to the main big lab. There weren't any lab jars or chemicals or Bunsen burners working on the lab tables, which was what Peter always saw every day since he first started working for Tony Stark. They were stationary and clean as whistles.

Pepper took them to where Stark himself was waiting with his head scientist and the CEO of the Sick Children's Cure Research. There was a boy that looked to be six, a Shetland puppy that looked to be only four weeks old and a young zebra.

"Glad you could make it, Mr. Parker," Stark said.

"Thank you, Mr. Stark," Peter said, still confused. "What's all this about?"

"Look at our young volunteers here." Stark pulled out the young boy first. "This young guy here was born with terminal cancer. He could barely breathe or stand. But now he can do those things and more like reading books and throw ball. He could be a future US Open champion."

Peter and Gwen were amazed.

"Are you saying you've found the cure for cancer?" Gwen asked.

"Not completely cure it, but we all think of it as the latest advancement treatment for those who were born with cancer. Like this puppy here. Before he had the treatment, he couldn't walk or play with anyone, but now he could play for the major league soccer." He moved to the zebra. "And Stripy here can now stand and enjoy a peaceful dinner in Africa. Before his treatment, he couldn't stand or eat or run at all, let alone from poachers."

"But how did you come up with the treatment?" Peter asked.

"That's why I invited you here tonight, Mr. Parker," Stark said. "Because you work here and at the Sick Children's charity, you have been able to work hard to share both your brilliant knowledge of science with us and connect us together. If it weren't for you, we wouldn't have been able to find each other and work together to find this latest advancement of cancer treatment. So, well done and thank you."

As everyone applauded him, Peter couldn't believe it. He felt good enough that he has done his part for making the world a better place without the Special Sick Children Cure Research Volunteer Award from the CEO himself and Stark giving him a cheque so he can study at Harvard after the end of Summer Vacation.

"Now, let's get a photo to remember this wonderful day," Stark said.

Before he joined the team to have a photo taken by the official photographer, Peter gave Gwen his camera. "Would you mind, Gwen?"

Gwen smiled as she took it. "Not at all, genius."

Peter just chuckled as he joined the team.

"GWEN!"

Before anyone could take any photos, everyone turned around to see an angry-looking Harry Osborn in the room and marching towards them.

"J.A.R.V.I.S.," Stark called. "Who is he and what's he doing here?"

" _He's Harry Osborn, sir_ ," J.A.R.V.I.S. reported. " _He's the son of Norman Osborn, one of your investors before he died._ _His shares have passed to Harry and Emily Osborn._ _Why he is here, I have no idea._ "

Peter walked to Harry, but he was stopped by Gwen. "I'll handle this, Peter. Just stay out of this." Then she approached Harry and gave him the look. "I told you we were through, Harry! What are you doing here?"

"I could ask you the same. We didn't even discuss breaking up. How can you do this to me?"

"It was something you did yourself without me at all!" Gwen snapped. "Ever since your father died, I tried to support you as much as I could, but you never returned the favour to me."

"I took you to the most expensive places in the world!" Harry snapped. "I took you to spas and first class seats at theatres, tennis matches and –"

"They were all things _you_ wanted to do!" Gwen snapped. "You never asked me things I wanted to do. I've been missing for two days and everyone else was worried about me. Your mom told me you just made a multi-billion deal and you've been focusing on those days celebrating it with your friends who you speak and see more than with me instead of looking for me!"

"I'm just trying to give you the best life you can ever have!" Harry snapped. "Now you made me feel I have wasted my time trying to please you!"

Harry marching towards Gwen aggressively made Peter want to get out his Spider-Man suit, but he stopped himself. If there was one thing he learnt from his adventures with the Guardians of the Galaxy, it was that it wasn't Spider-Man who saved Gwen that time, it was Peter Parker himself. He learnt that he couldn't always succeed and be there for Gwen, Aunt May and everyone he loved as Spider-Man; Peter Parker had to do his fair share.

"And what about Peter's presents I found in your bedroom?" Gwen yelled. "What about that?"

"He cannot have you!" Harry screamed. "He has everything I don't have. Intelligence, more friends than me and, above of all, my dad's respect! You are the only thing that belongs to me that he doesn't have!"

"I do not belong to anyone, Harry! I am not your property!"

Peter approached them. "Harry, look. I'm sorry if I made your life worse, but –"

"Stay out of this, Parker!"

Peter was shocked. Harry had never ever called him just Parker in his life.

"I don't know what Gwen likes about you more than me, but –"

"Oh, so now you're interested in me? Well, since you asked –"

"He hasn't spent a single second with you since my dad's funeral! Why only now would you –"

"From what I've gathered from the last two years, his heart is in the right place. He studies hard at school and he works hard so he can provide a future for himself and his Aunt May! And he was the one that found me all alone in Myrtle Beach, if you ever cared to listen! You, Harry Osborn, are just a snob!"

Harry growled and pushed her to the ground. Peter tried to reach for Harry, but he got punched to the ground. Harry approached him with a crowbar.

"Harry, if you do this –" Gwen's mouth went silent as Harry's right foot stamped on it.

"Harry, you're still my friend," Peter said. "Do you really want to do this?"

Harry hesitated. Then he said, "Yes, I do."

As Harry lifted the crowbar above his head, Peter thought about using his spider powers or roll away, but he still hoped his former friend would reconsider. But he didn't and started to lower the crowbar towards Peter. Then it was shot out of Harry's arms and flew away.

Everyone looked to see ahead to see Iron Man holding out his hand blasters.

" _Let's calm down before this get messier, Harry_ ," Iron Man said. " _Just come here and everything will be all right._ "

"Sure it will!" Harry sneered, yelled and charged for Iron Man. He was greeted by armoured superhero's sonic waves coming out of his arm blaster and knocked him down. Then Captain Stacy and the New York police arrived to arrest him.

After Gwen's dad checked she was okay, she went to check on Peter. "Are you okay?"

"Yeah, I'm good," Peter said, as she helped him up. "I'm just disappointed that we lost Harry. I kind of feel like it's my fault."

"It wasn't your fault Peter," Gwen said. "Harry did this to himself and us. I've tried to help him with his anxiety and self-doubts, but he's barely improved."

And Peter didn't think Harry ever would improve as Captain Stacy took him to his police car.


	14. Graduation Day

Graduation Day had finally arrived at Midtown High School. Peter was nearly late because he had to be Spider-Man to prevent a toxic gas from being released into the city and capture the creators behind it while taking photos of him doing the job to the _Daily Bugle_. He would have been late and fired from Jameson if he didn't save time by emailing the photos to Robbie Robertson. Dressed in his Academic dress and hat, he met up with his Aunt May, Gwen and Captain Stacy. As they went inside to take their seats, he lied to them by saying Jameson ordered him to take photos of the toxic gas and left out how he as Spider-Man stopped them. They were glad he was okay, but he did get a lot of 'What were you thinking?' this and 'The money is not worth it!' that.

After the graduation was over, Peter's class had their photo taken. Then Peter bumped into Flash and his friends.

"Hey, Parker. Congratulations."

Peter knew that was a mocking compliment. "For what, Flash? For getting through school?"

"Yeah, because not every wimp survives school," Flash said. "And not every wimp gets rescued by Iron Man." He laughed with his friends as they left.

"So is Iron Man your new hero now?"Randy Robertson asked. "Has he replaced Spider-Man?"

"Well, that's a tough one, Randy, because…"

Peter just scoffed as he walked in the opposite direction. He approached Liz Allen.

"Hi, Peter," she said.

"Hi, Liz," Peter said. "Congratulations on passing through school."

"Thanks. You too. And for that cancer treatment advancement. Oh, and thank you for that lovely reference."

"Oh, you're welcome." Peter had forgotten that he had been asked to be used as a reference as well as his science teacher for Liz. She applied for a job as a lab assistant for one Dr. Bruce Banner. Banner told Peter on the phone that Liz thought he was a very good teacher in his own right while still being a student.

"I got the job. Dr. Banner wants me to start immediately."

"That's wonderful, Liz. And I strongly believe that you will do very well."

"Thanks, Peter. And best of luck for your future." Then she walked off.

Peter noticed that she wasn't looking too happy, despite her future looking bright. He wondered if she ever recovered when he decided to break up with her in his failed attempt to start a relationship with Gwen.

Then he came across with Gwen. "Well, you finally made it through, Peter. Well done."

"Thanks, Gwen. Have you managed to get into Columbia University?"

"Yes, I have. And I bet you're excited to be going to Harvard."

Peter seemed a bit unsure. "I am, except I'm worried about who will look my Aunt May while I'm there?"

"I will," Gwen said.

"You?" Peter realized what he said. "I mean, I'm grateful you've offered, but I'm worried if looking my aunt will make you more stressed than looking after Harry. And I'm not sure how much –"

"Peter, don't even think about money," Gwen interrupted. "If I wanted a paid job, I would have taken that job of being a nanny for Wilson Fisk's children. Besides, I'll look after your aunt for free."

"She might not have that. She might insist you take some money and giving her a hundred of your looks won't work. She can be very stubborn."  
"Then we'll have to see how she copes with a thousand of my looks."

They chuckled.

"Besides, Harvard is a golden opportunity for you, Peter," Gwen continued. "Not every genius is _this_ lucky. So take it and we'll all be waiting for you when you can come back."

"And are you sure it won't affect you while studying at Columbia and replacing me at Stark Industries?"

"Positive. And thank you very much for referencing me to Mr. Stark himself. Think of me looking after your aunt as my biggest thank you for helping me get a brighter future than being with Harry."

"Speaking of Harry, how did his trial go?"

Peter wasn't at Harry's trial was because he wasn't invited to the court like Gwen was. All he knew was that Harry wasn't at the graduation and he didn't see him again since Iron Man saved him and helped the police arrest his closest friend.

Gwen's face fell. "He's been sentenced to the Ravencroft Institute for the Criminally Insane. For life."

"I'm sorry."

When she faced him again, her face brightened up sadly. "I'm so glad I still got you, Peter."

They hugged once more and kissed.

"How are you two doing?"

Peter and Gwen turned to see Mary Jane Watson next to them.

"Good," both of them said.

"Great, because I wonder if you might like these tickets."

They took them and read them. It was for _Les Miserables_.

"Backstage passes as well?" Peter exclaimed.

"Are you in it?" Gwen asked.

"Yeah, I'm playing Cosette and tonight is my first performance," Mary Jane replied. "Since the final exams, I managed to get to play extras during _At the End of the_ _Day_ and _Master of the House_ among most of them. Then the latest Cosette broke her leg and I auditioned to play her next and I got the role."

"Well, break a leg," Gwen said.

"And you'll be making the music of the night." Peter didn't know why both Gwen and Mary Jane were laughing. "What did I say that's so funny?"

"Wrong musical," Mary Jane said. "Well, I'll see you guys tonight."

"Yeah, see you tonight," Gwen said.

"I better go home and put on my Sunday clothes," Peter said.

Once again, Mary Jane and Gwen were laughing.

"What?" If there was one thing Peter wasn't a geek at, it was musicals.

"Come on, Peter," Gwen chuckled. "As we get ready, I'll explain on the way." And she explained that what he said were songs from _Hello, Dolly!_ and _The Phantom of the Opera_.


	15. Revenge Partners

Harry Osborn had not stopped shouting and yelling since the second he was thrown into his cell at the Ravencroft Institute for the Criminally Insane. He was all alone and had never been so angry in his life. He was angry that he had no Gwen, he was still angry at Peter for turning her away from him and he was still angry at Spider-Man for being responsible for his father's death. But what made him angrier was when what he saw on the TV a few days ago: Osborn Industries have been sold to Stark Industries and his mother Emily Osborn received ten billion dollars. Because he was going to live in the institute for the rest of his life, he wouldn't be able to receive a cent from it nor a cent from that multi-billion deal he made a few days ago. All that money was going to the Sick Children Research Fund. Despite many doctors and scientists have been able to find treatments and even a few cures to these diseases, Harry did not feel any happy for anyone at all. All he could feel was self pity.

Then the alarm went off. He wondered was going on. He saw the doors being knocked down and the guards being knocked down by a terrifying monster. It immediately approached Harry's cell and punched the door down. Harry nervously backed away from it. Then the monster's head vanished and it revealed Eddie Brock's face. "Hi, Harry."

Harry was confused. "Eddie, is that you? What's going on?"

"This is what's going on." Eddie threw some of the symbiotes onto him.

Harry gasped. "What are you doing?"

"They're going to give you some answers."

Before Harry could ask, he was greeted by a loud terrifying voice and vision. The vision showed him of Gwen Stacy and how much she really loved Peter Parker and that Peter was really Spider-Man.

When the vision ended, all Harry could do was gasp.

He couldn't believe what he just witnessed. "So Peter was Spider-Man the whole time? So he's responsible for what happened to my father, even after all the respect he gave to him and none to me? And he just turned my girlfriend away from me! If only there was some way to make him pay!"

Eddie chuckled. "But there is, Harry."

As Harry waited for the answer, Eddie touched his shoulder. Harry saw that his whole body was being covered up in symbiotes. When he was finally covered, he started to laugh and started to feel happy. In fact, he had never felt happier in his life.

"Are you ready to put things right?" Eddie asked.

Eddie grinned. "Oh, yeah. Let's give Parker something he will never forget."

"Whoa, hold on. You just got your powers. We will get Parker until you learn how to manage them. Now, come on. Let's begin your training."

Harry, delighted with his new powers, gladly followed Venom out of his awful cell. They knocked down more guards with their symbiote powers on their way out of the Institute.

"Not bad for your first time, Harry," Venom said.

"Thanks, Eddie," said Harry's Venom.

"Now, lesson two: flying." Venom fired some symbiote and flew off.

Harry's Venom copied what his new mentor did and he flew off after him. The more he flew, the happier he became and thought of cheery thoughts of getting Gwen back and ending Peter Parker and Spider-Man once and for all.


End file.
